In the year 128 or 129 Antoninus was appointed Proconsul of Asia, and he and Faustina went to Smyrna. The elder of their two daughters died about the same time. An amusing incident in connexion with their arrival is narrated by Philostratus in his “Lives of the Sophists.” The Proconsul at once occupied the finest house in Smyrna, the home of the teacher Polemo, who was absent. Polemo was the idol of Smyrna, and was proportionately conceited. He drew youths from all parts to his school, and had won much favour from Hadrian for the city. He travelled in a superb Phrygian chariot, and his mules had silver trappings; and when some grumblers had hinted that he had diverted to his own pocket some of Hadrian’s subsidies, he had pompously written to the Emperor: “Polemo has given me an account of money given by you to him.” This conceited sophist reached his house in the middle of the night, and found the Proconsul and Faustina abed there. He promptly turned them out, and roundly abused them. Years afterwards, when the genial Antoninus was Emperor, and Polemo came to the palace, he said laughingly to an attendant: “See that Polemo has a chamber in the palace, and that no one turns him out.” Later an actor came from Smyrna to complain that Polemo, the autocrat, had turned him out of the theatre. “At what hour?” asked the Emperor gravely. It was at midday. “That is nothing; he turned me out at midnight,” said the Emperor. The amiability and solid work of Antoninus must have won Polemo, as Hadrian is reported to have said in his will that it was he who advised the adoption of Antoninus. But the East generally so much appreciated the Proconsul that, when he returned to Rome, he stood very high in the favour of Hadrian. We again lose sight of Faustina until he becomes Emperor, and then there are one or two brief references to her before she dies in 141. At his accession he refused the greater part of the money (_aurum coronarium_) which was due to him, by custom, from the provinces, and drew very liberally on his private fortune for paying the great expenses entailed. Faustina naturally demurred. “Foolish woman,” he is said to have answered, “when we obtained the Empire we lost what we previously possessed.” The only other reference is contained in a letter of the younger Faustina to Marcus Aurelius: “In the defection of Celsus my mother exhorted Antoninus to be concerned first about his own family.” We know nothing of this revolt. Apparently Antoninus, like Marcus Aurelius, was disposed to be dangerously lenient. The final reference to Faustina is that she died in the third year of his reign (141), and was deeply mourned by him. Nominated “Augusta” in life, she was deified at death, and Antoninus built in her honour the beautiful temple of which traces are still seen in Rome. He also instituted in her honour a fresh charity for orphans, the “Puellæ Faustinianæ,” and ordered that gold and silver statues of her should be borne in the processions.